Registration of Securities (General Form) — Form 10 Filing Table of Contents
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1: 10-12G Form 10 HTML 567K
2: EX-3.1 Articles of Incorporation HTML 40K
3: EX-3.2 Articles of Conversion HTML 8K
4: EX-3.3 Articles of Merger HTML 44K
5: EX-3.4 Bylaws HTML 58K
6: EX-23.1 Consent of Auditor HTML 6K
The name
of the corporation shall be DARWIN RESOURCES, INC.
ARTICLE
II
PERIOD
OF DURATION
DARWIN
RESOURCES, INC. (the “Corporation”) shall have
perpetual existence.
ARTICLE
III
REGISTERED
OFFICE AND AGENT
The
address of the registered office of the Corporation in the State of Delaware is
108 West 13th Street,
City of Washington, New Castle County 19801. The name of the
Corporation’s registered agent at that address is Business Filings
Incorporated. Either the registered office of the registered agent
may be charged in the manner provided by law.
ARTICLE
IV
PURPOSE
The
purpose for which the Corporation is formed is to engage in and to transact any
lawful business or businesses for which corporations may be incorporated
pursuant to the Delaware General Corporation Law, including without limitation
any lawful business or businesses similar to that of a holding
company.
ARTICLE
V
POWERS
In
furtherance of the foregoing purposes the Corporation shall have and may
exercise all of the rights, powers and privileges now or hereafter conferred
upon corporations organized under Delaware General Corporation Law, as
amended. In addition, it may do everything necessary, suitable or
proper toward the accomplishment of any corporate purpose.
ARTICLES
VI
CAPITAL
STOCK
The total
number of shares of stock which the Corporation shall have authority to issue is
508,000,000 of which 500,000,000 shares shall be designated common stock, par
value .000001 per share and 8,000,000 shares shall be designated as preferred
stock, par value .000001.
Preferred
Stock:
The Board
of Directors of the Corporation is vested with the authority to determine and
state the designations and preferences, limitations, relative rights and voting
rights, if any, of each series by the adoption and filing in accordance with
Delaware General Corporation Law, before the issuance of any shares of such
series, of an amendment or amendments to this Certificate of incorporation
determining the terms of such series, which amendment need not be approved by
the stockholders or the holders of any class or series of shares except as
provided by law. All shares of preferred stock of the same class
shall be identical.
No share
shall be issued without consideration being exchanged, and it shall thereafter
be non-assessable.
The
following is a description of each class of stock of the Corporation with
preferences, conversion and other rights, restrictions, voting powers,
limitations as to distributions, qualifications, and terms and conditions of
redemption of each class:
FIRST: The
Common Stock shall have voting rights such that each share of Common Stock duly
authorized, issued and outstanding shall entitle its holder to one
vote.
SECOND: Notwithstanding
any provision of the Certificate of Incorporation to the contrary, the
affirmative vote of a majority of all votes entitled to be cast on the matter
shall be sufficient, valid and effective, after due authorization, approval or
advice of such actions by the Board of Directors, as required by law, to approve
and authorize the following acts of the Corporation:
(i)
any
amendment of this Certificate of
Incorporation;
(ii)
the
merger of the Corporation into another corporation or the merger of one or
more other corporations into the
Corporation;
(iii)
the
sale, lease, exchange or other transfer of all, or substantially, all of
the property and assets of the Corporation, including its goodwill and
franchises;
(iv)
the
participation by the Corporation in share exchange (as defined in Delaware
General Corporation Law); and
(v)
the
voluntary or involuntary liquidation, dissolution or winding-up of or the
revocation of any such proceedings related to the
Corporation.
THIRD:
The
Preferred Stock is herby established as Series A Preferred Stock, designated
“Series A Preferred Stock” and as Series B Preferred Stock, designated “Series B
Preferred Stock.” The number of shares of Series A Preferred Stock
shall be 3,000,000 shares, and have a par value .000001. The number
of shares of Series B Preferred Stock shall be 5,000,000 shares, and have a par
value .000001. The Series B Preferred Stock shares shall have
superiority voting rights equal to 1,000 votes per share. In the
event that such votes do not total 51% all votes, than regardless of the
provisions of this paragraph, in any such case, the votes cast by Series B
Preferred Stock shall be equal to 51% of all votes cast at any meeting of
shareholders, or any issue put to the shareholders for voting and the Company
may state that any such action was had by majority vote of all
shareholders. Furthermore the holders of Series B Preferred shares
have the right to the majority of the Directors to the Board of the Company and
to further amend the Articles of Incorporation to ensure the furtherance of the
Company and its operations.
ARTICLE
VII
QUARUM
PROTECTIVE PROVISIONS
Quorum. The
presence in person or by proxy vote of the holders of record of a majority of
the shares of the capital stock of the Corporation issued and outstanding and
entitles to vote thereat shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided by the Delaware General Corporation
Law, by the Certificate of Incorporation or by the Corporation’s
By-Laws. If less than a quorum shall be in attendance at the time for
which the meeting shall have been called, the meeting may be adjourned from time
to time be a majority vote of the stockholders present or represented without
any notice other than by announcement that the meeting, until a quorum shall
attend. At any adjourned meeting at which a quorum shall attend, any
business may be transacted which might have been transacted if the meeting had
been held as originally called.
ARTICLE
VIII
PREEMPTIVE RIGHTS
A
shareholder of the Corporation shall not be entitled to a preemptive or
preferential right to purchase, subscribe for, or otherwise acquire any unissued
or treasury shares of stock of the Corporation, or any options or warrants to
purchase, subscribe for or otherwise acquire any such unissued or treasury
shares, or any shares, bonds, notes, debentures, or other securities convertible
into or carrying options or warrants to purchase, subscribe for or otherwise
acquire any such unissued or treasury shares.
ARTICLE
IX
CUMULATIVE
VOTING RIGHTS
The
shareholders shall not be entitled to cumulative voting rights.
ARTICLE
X
BOARD
OF DIRECTORS
The Board
of Directors shall consist of not less than one (1) and no more than nine (9)
directors. Within the foregoing limits, the number of directors from
time to time comprising the entire board of directors shall be fixed by or in
the manner provided in the By-Laws.
(1)
The
Board of Directors shall have the power to authorize the issuance from
time to time of the shares of stock of any class, whether now or hereafter
authorized, or securities convertible into or exercisable for shares of
its stock of any class of classes, including options, warrants or rights,
whether now or hereafter
authorized.
(2)
The
Board of Directors shall have the power, if authorized by the By-Laws, to
designate by resolution or resolutions adopted by the majority of the
Board of Directors, one or more committees, each committee to consist of
two or more of the directors of the Corporation, which, to the extent
provided in said resolutions or in the By-Laws of the Corporation and
permitted by the Delaware General Corporation Law, shall have and may
exercise any or all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and shall have
power to authorize the seal of the Corporation to be affixed to all
instruments and documents which may require
it.
(3)
If
the By-Laws so provide, the Board of Directors shall have the power to
hold its meetings, to have an office or offices and, subject to the
provisions of Delaware General Corporate Law, to keep the books of the
Corporation, outside of the State at such place or places as may from time
to time be designated by it.
(4)
The
Board of Directors shall have the power to borrow or raise money, from
time to time and without limit, and upon any terms, for any purpose; and,
subject to the Delaware General Corporation Law, to authorize the
creation, issuance, assumption or guaranty of bonds, notes or other
evidences of indebtedness of moneys borrowed, to include therein necessary
provisions such as redemption, conversion or otherwise, as the Board of
Directors, in its sole discretion, may determine and to secure the payment
of principle, interest or sinking fund in respect thereof by mortgage
upon, or pledge or, or the conveyance or assignment in trust of, the whole
or any part of the properties, assets and goodwill of the Corporation then
owed or thereafter acquired.
(5)
The
Board of Directors shall have the power to adopt, amend and repeal the
By-Laws of the Corporation.
The
enumeration and definition of a particular power of the Board of Directors
included in the foregoing shall in no way be limited or restricted by the
reference to or inference from the terms of any other clause of this or any
other article of this Certificate of Incorporation, or construed as or deemed by
inference or otherwise in any manner to exclude or limit any powers conferred
upon the Board of Directors under the laws of the State of Delaware now or
hereafter in force.
ARTICLE
XI
INDEMNIFICATION
The
Corporation may:
(A)
Indemnify
anyone who was or is party or is threatened to be made party to any
threatened, pending, or complete action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by
or in the right of the Corporation), by reason of the fact that he is or
was a director, officer, employee, fiduciary or agent of the Corporation
or is or was serving at the request of the Corporation as a director,
officer, employee, fiduciary or agent of another Corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorney fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in the best interest of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any such action,
suit, or proceeding by judgment, order or settlement, or conviction or
equivalent shall not of itself create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in the best interests of the Corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe his conduct was
unlawful.
(B)
Indemnify
any person who was or is party or is threatened to be made party to any
threatened, pending, or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee, or agent of the Corporation or
is or was serving at the request of the Corporation as a director,
officer, employee, fiduciary or agent of another Corporation, partnership,
joint venture, trust or enterprise against expenses (including attorney
fees) acting and reasonably incurred by him in connection with the defense
or settlement of such actions or suit if he acted in good faith and in a
manner he reasonably believed to be in the best interest of the
Corporation; but no indemnification shall be made in respect of any claim,
issue, or matter as to which such person has been adjudged to be liable
for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which such
action or suit was brought determines upon application that, despite the
adjudication of liability, but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems
proper.
(C)
Indemnify
a director, officer, employee, fiduciary or agent of a corporation to the
extent he has been successful on the merits in defense of any action,
suit, or proceeding referred to in (A) or (B) of this Article XII or in
defense of any claim, issue, or matter therein, against expenses
(including attorney fees) actually and reasonably incurred by him in
connection therewith.
Any
indemnification under (A) or (B) of this Article XI (unless ordered by a court)
and as distinguished from (C) of this Article shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, fiduciary or agent is proper
in the circumstances because he has met the applicable standard of conduct set
forth in (A) or (B) above. Such determination shall be made by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit, or proceeding, or, if such a quorum is
not obtainable or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal councel in a written opinion, or by the
shareholders.
Expenses
(including attorney fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit, or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee, fiduciary or agent to repay
amount less it is ultimately determined that he is entitled to be indemnified by
the Corporation as authorized in this Article XI.
The
indemnification provided by this Article XI shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors, or otherwise, and
any procedure provided for by any of the foregoing, both as action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, fiduciary or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person.
The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, fiduciary or agent of the Corporation or
who is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary or agent of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of status as such, whether
or not the Corporation would have the power to indemnify him against such
liability under provisions of this Article XI.
ARTICLE
XII
TRANSACTIONS
WITH INTERESTED PARTIES
No
contract of other transaction between the Corporation and one (1) or more of its
directors or any other Corporation, firm, association, or entity in which one
(1) or more of its directors are directors or officers or are financial
interested shall be either void or voided solely because of such relationship or
interest, or solely because such directors are present at the meeting of the
board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction, or solely because their votes are counted
for such purposes if:
(A)
The
fact of such relationship or interest is disclosed or known to the Board
of Directors or committee that authorizes, approves, or ratifies the
contract or transaction by vote or consent sufficient for the purpose
without counting the votes or consents of such interest
directors.
(B)
The
fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve, or ratify
contract or transaction by vote or written consent;
or
(C)
The
contract or transaction is fair and reasonable to the
Corporation.
Common or
interested directors may be counted in determining the presence of a quorum, as
herein previously defined, at a meeting of the Board of Directors or a committee
thereof that authorizes, approves or ratifies such contract or
transaction.
ARTICLE
XIII
VOTING
OF SHAREHOLDERS
Except as
may be otherwise required by law, if a quorum is present, the affirmative vote
of a majority of the outstanding shares represented at the meeting and entitled
to vote thereon, or of any class or series, shall be the act of the shareholders
on all matters except the election of directors. Directors shall be
elected by plurality vote.
ARTICLE
XIV
LIABILITIES
OF DIRECTORS
To the
maximum extent permitted by law, no director of the Corporation shall be
personally liable for money damages to the Corporation or any of its
stockholders for money damages for breach of fiduciary duty as a
director.
ARTICLE
XV
INCORPORATOR
The name
and address of the incorporator is as follows: